Integrated Shares Clause Samples

Integrated Shares. The Integrated Shares to be issued to the Shareholders pursuant to the Merger, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable. The issuance of the Integrated Shares pursuant to the Merger will transfer to the Shareholders valid title to such restricted Shares, free and clear of all liens, encumbrances and claims of every kind except for any created by the Shareholders. The Integrated Shares will not be registered under the Act and are not eligible for resale under the Act unless an exemption to the Act is available.